This document is a translation of our German Terms and Conditions, which are available at www.digilo.net/de/agb. This translation is provided for the convenience of non-German speakers. In the event of any discrepancies, the original German version is the authoritative and legally binding document.

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Digilo GmbH General Terms and Conditions

Last updated: 12/09/2022

Note: Our offers are exclusively for entrepreneurs and commercial customers (B2B). We do not sell to consumers (B2C).

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§ 1 Scope

1. Our offers, deliveries, and services are subject exclusively to the following general terms and conditions.

2. Our general terms and conditions apply exclusively; we do not recognize any conflicting or deviating general terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our general terms and conditions also apply if we provide our service without reservation, even if we are aware of conflicting or deviating customer conditions. In commercial business transactions, counter-confirmations with reference to business or purchasing conditions are hereby expressly rejected. This also applies if they are transmitted through confirmation letters.

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§ 2 Conclusion of Contract

1. All offers are non-binding and subject to change. Public statements by the seller, manufacturer, their assistants, or third parties do not constitute descriptions that supplement or change the properties of the delivery item. The essential features of the goods we offer, as well as the validity period of limited offers, can be found in the individual descriptions within our offers. The languages available for concluding the contract can only be German or English.

2. The customer's order represents a binding offer that we can accept within one week by sending an order confirmation, delivering the goods, or performing the service.

3. We do not assume any procurement risk. We are entitled to withdraw from the contract if we do not receive the delivery item ourselves despite having previously concluded a corresponding purchase contract; our responsibility for intent or negligence remains unaffected. We will immediately inform the buyer about the unavailability of the delivery item and, if we wish to withdraw, will exercise the right of withdrawal immediately; in the event of withdrawal, we will immediately refund the corresponding payment to the buyer.

4. We will only become a contracting party if it is not expressly stated during the ordering process that a referral is being made.

5. We reserve ownership and copyright rights to all offer documents, illustrations, drawings, calculations, and other documents. This also applies to such written documents that are designated as "confidential." The customer should require our express written consent before passing them on to third parties.

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§ 3 Prices and Payments

1. The price we offer is binding (unless otherwise expressly stated). The prices are in euros and are net, plus the applicable statutory value-added tax.

2. Unless otherwise specified, our offers are valid for a period of 15 calendar days.

3. Unless otherwise agreed, the goods will be shipped exclusively against prepayment. In the case of shipping the goods on account, payment is due within 30 days of receipt and without any deductions. Payments must be made to us free of costs and expenses. In the event of late payment, the statutory regulations apply.

4. If the customer does not comply with the agreed payment conditions or if we have to consider our claims to be at risk due to the customer's financial situation, we may declare our total claim due immediately. We are also entitled to make the processing of all customer orders dependent on a prepayment or a security deposit.

5. The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by us. As a customer, you are only authorized to exercise a right of retention if your counterclaim is based on the same contractual relationship.

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§ 4 Delivery

1. The customer bears the shipping costs, which are shown in the specific offer.

2. If delivery periods are specified by us and have been made the basis for the order, such periods are extended in the event of delays for which we are not responsible (operational disruptions, strikes, lockouts, difficulties in energy supply, delays in the delivery of essential raw materials, etc.), for the duration of the delay. We will inform the customer of the delay immediately. If in such a case it is not foreseeable that we will be able to provide our service within a reasonable period, but at the latest within four months, we and the customer can withdraw from the contract. The same applies if the reasons for the hindrance still exist after four months from our notification. In the event of our withdrawal, we will immediately refund any payments received from the customer.

3. Unless otherwise stated in an order confirmation, delivery is ex works. The customer must therefore immediately examine deliveries for freedom from defects and completeness upon receipt. They must notify us of complaints of any kind immediately, but no later than 2 working days after receipt of the goods, in writing. If the customer fails to complain about an obvious defect or a missing quantity in writing within the aforementioned period, our service is deemed to be in accordance with the contract.

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§ 5 Warranty

1. The warranty period is 1 year and begins with the transfer of risk. The statute of limitations in the case of a delivery recourse according to §§ 478, 479 of the German Civil Code (BGB) remains unaffected. This does not apply to claims for damages due to defects. For claims for damages due to a defect, § 7 applies.

2. Claims for defects do not exist in the case of only an insignificant deviation of the goods from the agreed quality or in the case of only an insignificant impairment of usability.

3. In the event of a defect, we reserve the right to choose the type of supplementary performance.

4. Without prejudice to our further claims, the customer must, in the event of an unjustified complaint about a defect, compensate us for the costs of examining and—if requested—rectifying the defect.

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§ 6 Liability

1. Our liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply to injury to the customer's life, body, and health, claims due to the violation of cardinal obligations, i.e., obligations that arise from the nature of the contract and whose violation endangers the achievement of the contract's purpose, as well as the replacement of damage caused by delay (§ 286 BGB). In this respect, we are liable for every degree of fault. Insofar as the damage does not result from the violation of the customer's life, body, and health, we are only liable for the damage that typically arises.

2. The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.

3. Insofar as liability for damages that are not based on the violation of the customer's life, body, and health is not excluded for slight negligence, such claims expire within one year, beginning with the creation of the claim or, in the case of claims for damages due to a defect, from the handover of the item.

4. Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.

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§ 7 Copyright and Property Rights; Confidentiality

2. The customer may only pass on or make known to third parties the drawings, plans, illustrations, calculations, samples, data carriers with or without software, technical documents, and the know-how provided to them if we have given our prior written consent. We expressly reserve any copyrights.

2. We remain the owner of all industrial property rights to the products we supply and to the software provided to the customer.

3. Both contracting parties will treat all data, information, and documents that become known to them through the business relationship and that constitute business or trade secrets as confidential and will not make them accessible to any third party. This obligation applies during the entire term of this contract and after its termination. The contracting parties will impose corresponding obligations on their employees and agents.

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§ 8 Place of Performance - Choice of Law - Place of Jurisdiction

1. Unless the contract states otherwise, the place of performance and payment is our registered office. The statutory regulations on the places of jurisdiction remain unaffected, unless something else arises from the special regulation in paragraph 3.

2. The law of the Federal Republic of Germany applies; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.

3. The exclusive place of jurisdiction for contracts with merchants, legal entities under public law, or special funds under public law is the court responsible for our registered office.

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§ 9 Miscellaneous

1. Verbal promises by our representatives or other auxiliary persons require our written confirmation.

2. Should a provision of these general terms and conditions be or become void, the validity of the remaining provisions will not be affected.

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